U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(MARK ONE)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO  ______________


COMMISSION FILE NUMBER:


                              ENVIROKARE TECH, INC.
        (Exact name of small business issuer as specified in its charter)

     NEVADA                                                      88-0412549
 (State or other                (Primary Standard             (I.R.S. Employer
 jurisdiction of            Industrial Classification        Identification No.)
incorporation or                  Code Number)
  organization)

2470 Chandler, Suite 5, Las Vegas, Nevada                                  89120
(Address of principal executive offices)                              (Zip Code)

                                 (702) 262-1999
                (Issuer's Telephone Number, including Area Code)


                              Thomas E. Stepp, Jr.
                              Stepp & Beauchamp LLP
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                             Telephone: 949.660.9700
                             Facsimile: 949.660.9010
            (Name, Address and Telephone Number of Agent for Service)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past 90 days. [ ] Yes [ ]
No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practical date. As of September 30, 1999,  there were
5,141,070  shares of the  issuer's  $.001  par value  common  stock  issued  and
outstanding.


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                              ENVIROKARE TECH, INC.
                          (A Development Stage Company)
                        STATEMENTS OF FINANCIAL POSITION
                               September 30, 1999

<TABLE>
<CAPTION>
                                                                           December 31,               September 30,
                                                                               1998                       1999
                                                                                                       (Unaudited)
<S>                                                                         <C>                         <C>
ASSETS
      CURRENT ASSETS
           Cash                                                             $   2,388                   $ 203,872
           Retainers                                                             --                        14,031
           Travel advance                                                        --                         9,108
           Prepaid expenses                                                       730                        --
                                                                            ---------                   ---------
                TOTAL CURRENT ASSETS                                            3,118                     227,011
                                                                            ---------                   ---------

      PROPERTY AND EQUIPMENT
           Furniture and fixtures                                               1,014                       1,014
           Office equipment                                                     2,645                       7,238
                Less accumulated depreciation                                    (149)                       (638)
                                                                            ---------                   ---------
                TOTAL PROPERTY AND EQUIPMENT                                    3,510                       7,614
                                                                            ---------                   ---------

      OTHER ASSETS
           Patent costs acquired from related party                            33,330                      33,330
                                                                            ---------                   ---------
                TOTAL OTHER ASSETS                                             33,330                      33,330
                                                                            ---------                   ---------

           TOTAL ASSETS                                                     $  39,958                   $ 267,955
                                                                            =========                   =========

LIABILITIES & STOCKHOLDERS' EQUITY
      CURRENT LIABILITIES
           Accounts payable                                                 $    --                     $   1,959
           Reimbursement due                                                    1,847                       1,847
           Consulting fees payable, related party                                --                        17,000
           Consulting fees payable                                               --                         1,300
           Accrued interest, related party                                        573                       5,213
           Accrued interest                                                      --                           462
           Notes payable                                                         --                        17,500
           Notes payable, related party - short term                           61,965                      61,965
                                                                            ---------                   ---------
                TOTAL CURRENT LIABILITIES                                      64,385                     107,246
                                                                            ---------                   ---------

      COMMITMENTS AND CONTINGENCIES                                              --                          --
                                                                            ---------                   ---------

      STOCKHOLDERS' EQUITY
           Common stock, 200,000,000 shares authorized, $0.001 par value;
                5,000,000 and 5,141,070 shares issued and outstanding
                at December 31, 1998 and September 30, 1999, respectively       5,000                       5,142
           Additional paid-in capital                                           5,000                     107,658
           Subscriptions received                                                --                       250,000
           Accumulated deficit during developmental stage                     (34,427)                   (202,091)
                                                                            ---------                   ---------
           TOTAL STOCKHOLDERS' EQUITY                                         (24,427)                    160,709
                                                                            ---------                   ---------

           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $  39,958                   $ 267,955
                                                                            =========                   =========
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>

                              ENVIROKARE TECH, INC.
                          (A Development Stage Company)
                STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                   For the Period from inception on June 15,
                           1998 to September 30, 1999


<TABLE>
<CAPTION>
                                                                            Period from
                                          Period from      Nine months     June 15, 1998
                                         June 15, 1998        Ended       (Inception) to
                                        (Inception) to    September 30     September 30
                                          December 31         1999             1999
                                             1998          (Unaudited)      (Unaudited)

<S>                                      <C>              <C>              <C>
REVENUES                                 $      --        $      --        $      --
                                         -----------      -----------      -----------

EXPENSES

      Research and development                  --              7,350            7,350
      Consulting fees, related party          10,000           38,208           48,208
      Other consulting fees                    6,700           27,695           34,395
      Rent                                     2,920            8,607           11,527
      General and administrative               4,085           36,630           40,715
      Transfer agent fees                      1,353             --              1,353
      Depreciation and amortization              149              489              638
      Interest - notes payable                   573            5,144            5,717
      Listing expenses and filing fees         8,647           15,936           24,583
      Legal and accounting                      --             27,605           27,605
                                         -----------      -----------      -----------
           TOTAL EXPENSES                     34,427          167,664          202,091

NET LOSS FROM OPERATIONS                     (34,427)        (167,664)        (202,091)

ACCUMULATED DEFICIT, BEGINNING BALANCE          --            (34,427)            --
                                         -----------      -----------      -----------

ACCUMULATED DEFICIT, ENDING BALANCE      $   (34,427)     $  (202,091)     $  (202,091)
                                         ===========      ===========      ===========

      NET LOSS PER COMMON SHARE          $     (0.01)     $     (0.03)     $     (0.04)
                                         ===========      ===========      ===========

      WEIGHTED AVERAGE NUMBER OF
           COMMON SHARES OUTSTANDING       5,000,000        5,066,034        5,038,342
                                         ===========      ===========      ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>

                              ENVIROKARE TECH, INC.
                          (A Development Stage Company)
                             STATEMENTS OF CASHFLOWS
      For the Period from inception on June 15, 1998 to September 30, 1999

<TABLE>
<CAPTION>
                                                                            Period from                            Period from
                                                                            June 15, 1998        Nine months       June 15, 1998
                                                                            (Inception) to          Ended          (Inception) to
                                                                             December 31        September 30        September 30
                                                                                 1998               1999                1999
                                                                                                 (Unaudited)        (Unaudited)
<S>                                                                         <C>                  <C>                <C>
Cash flows from operating activities
      Net loss                                                              $ (34,427)           $(167,664)         $(202,091)
      Adjustments to reconcile net loss
           to net cash used by operating activities:
      Depreciation and amortization                                               149                  489                638
      increase in retainer, travel advance, prepaid expenses                     (730)             (22,409)           (23,139)
      increase in accounts payable                                               --                  1,959              1,959
      increase in accrued interest, to related party                              573                4,640              5,213
      Expenses paid by note payable to related party                            2,870                 --                2,870
      Increase in accrued expenses                                               --                  1,762              1,762
      Increase in accrued expenses to related party                              --                 17,000             17,000
                                                                            ---------            ---------          ---------

      Net cash used by operating activities                                   (31,565)            (164,223)          (195,788)
                                                                            ---------            ---------          ---------

Cash flows from investing activities:
      Equipment                                                                (1,047)              (4,593)            (5,640)
                                                                            ---------            ---------          ---------

      Net cash used in investing activities                                    (1,047)              (4,593)            (5,640)
                                                                            ---------            ---------          ---------

Cash flows from financing activities:
      Proceeds from sales and subscriptions of common stock                    10,000              102,800            112,800
      Proceeds from sales and subscriptions of preferred stock                   --                250,000            250,000
      Proceeds from issuance of notes payable to related party                 25,000                 --               25,000
      Proceeds from issuance of notes payable                                    --                 17,500             17,500
                                                                            ---------            ---------          ---------

      Net cash provided by financing activities                                35,000              370,300            405,300
                                                                            ---------            ---------          ---------

Increase in cash                                                                2,388              201,484            203,872
                                                                            ---------            ---------          ---------

Cash, beginning of period                                                        --                  2,388               --
                                                                            ---------            ---------          ---------

Cash, end of period                                                         $   2,388            $ 203,872          $ 203,872
                                                                            =========            =========          =========

      Interest paid                                                         $    --              $      42          $      42
                                                                            =========            =========          =========

      Income taxes paid                                                     $    --              $    --            $    --
                                                                            =========            =========          =========

NON-CASH TRANSACTIONS
      Note issued for purchase of equipment and operating expenses
      to related party                                                      $   3,635            $    --            $   3,635
      Note issued for pending patent to related party                       $  33,330            $    --            $  33,330
      Reimbursement due for purchase of equipment                           $   1,847            $    --            $   1,847
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>

                              ENVIROKARE TECH, INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
      For the Period from inception on June 15, 1998 to September 30, 1999

<TABLE>
<CAPTION>
                                                         Common Stock
                                                  ------------------------
                                                                              Additional                                  Total
                                                    Number                      Paid-in   Subscriptions  Accumulated  Stockholders'
                                                   of Shares       Amount       Capital      Received      Deficit        Equity
                                                  ----------    ----------    ----------  -------------  -----------  -------------
<S>                                                <C>          <C>           <C>           <C>          <C>           <C>
Issuance of common stock in June, 1998:
     For cash at $.002 per share                   5,000,000    $    5,000    $    5,000    $     --     $     --      $   10,000

Loss for period ending, December 31, 1998                                                                   (34,427)      (34,427)
                                                  ----------    ----------    ----------    ----------   ----------    ----------

Balance
     December 31, 1998                             5,000,000         5,000         5,000          --        (34,427)      (24,427)

Nine Months Ended September 30, 1999 - Unaudited

Issuance of common stock in March, 1999:
     For cash at $.50 per share                       76,540            77        38,193                                   38,270

Issuance of common stock in August, 1999:
     For cash at $1.00 per share                      64,530            65        64,465                                   64,530

Subscriptions for preferred stock received
in September, 1999:
     For cash at $.50 per share                                                                250,000                    250,000

Loss for period ending, September 30, 1999                                                                 (167,664)     (167,664)
                                                  ----------    ----------    ----------    ----------   ----------    ----------

Balance
     September 30, 1999                            5,141,070    $    5,142    $  107,658    $  250,000   $ (202,091)   $  160,709
                                                  ==========    ==========    ==========    ==========   ==========    ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>

                              ENVIROKARE TECH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 1999


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Envirokare Tech, Inc., (hereinafter "the Company", was incorporated in June 1998
under the laws of the State of Nevada.  In December 1998,  the Company  acquired
the property, assets and undertakings of a business manufacturing and developing
a rubber mold technology and rights to a pending patent for the development of a
pallet made of recycled materials. The Company is currently developing marketing
and  manufacturing  plans for the products  acquired.  The Company  maintains an
office in Las Vegas, Nevada.

The  Company is in  development  stage,  and as of  September  30,  1999 had not
realized any significant revenues from its planned operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.

Development Stage Activities

The Company has been in the development  stage since its formation in June 1998.
It is primarily  engaged in the  refinement of  manufacturing  processes for the
development of pallets made of recycled materials.

Going Concern

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $34,427 for 1998 and a net loss of $167,664 for the first nine months of
1999.  At December 31, 1998,  current  liabilities  exceeded  current  assets by
$61,267 and at September 30, 1999,  current assets exceeded current  liabilities
by $119,765.  The Company,  being a development stage  enterprise,  is currently
putting  technology in place which will, if  successful,  mitigate these factors
which raise substantial doubt about the Company's ability to continue as a going
concern.

The  Company is  currently  reviewing  its options to raise  substantial  equity
capital.  Management has proceeded as planned in the ongoing  development of the
recycled  rubber pallet.  In depth testing and analysis of compounds,  extrusion
method and equipment  modifications  have been studied and refined.  In order to
meet its requisite budge,  management has held and continues to hold very strong
negotiations  with serious  investors,  which is expected to close  pending test
results.

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting.

Loss Per Share

Loss per share was  computed by dividing  the net loss by the  weighted  average
number of shares  outstanding  during the period. The weighted average number of
shares was  calculated by taking the number of shares  outstanding  and weighing
them by the amount of time that they were outstanding.


<PAGE>


                              ENVIROKARE TECH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents

For  purposes  of the  Statement  of  Cash  Flows,  the  Company  considers  all
short-term debt securities  purchased with a maturity of three months or less to
be cash equivalents.

Provision for Taxes

At December  31, 1998 and  September  30,  1999,  the Company had net  operating
losses of  approximately  $34,427 and $167,664,  respectively.  No provision for
taxes or tax benefit has been reported in the financial statements,  as there is
not a measurable means of assessing future profits of losses.

Use of Estimates

The process of preparing  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires the use of estimates and  assumptions
regarding certain types of assets,  liabilities,  revenues,  and expenses.  Such
estimates  primarily relate to unsettled  transactions and events as of the date
of the financial statements.  Accordingly,  upon settlement,  actual results may
differ from estimates.

Year 2000 Issues

Like other companies,  Envirokare Tech, Inc. could be adversely  affected if the
computer  systems the Company,  its  suppliers or customers  use do not properly
process  and  calculate  date-related  information  and  data  from  the  period
surrounding  and including  January 1, 2000. This is commonly known as the "Year
2000"  issue.  Additionally,  this issue could impact  non-computer  systems and
devices such as production  equipment and elevators,  etc. At this time, because
of the complexities  involved in the issue,  management cannot provide assurance
that the Year 2000 issue will not have an impact on the Company's operations.

Reverse Stock Split

During 1999,  the Board of  Directors  authorized  a reverse  stock  split.  All
references  in the  accompanying  financial  statements  to the number of common
shares and per-share  amounts for 1998 have been restated to reflect the reverse
stock split.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation  is provided  using the
straight line method over the estimated  useful lives of the assets.  The useful
lives of property,  plant and equipment  for purposes of computing  depreciation
are five and seven years. The following is a summary of property,  equipment and
accumulated depreciation.

<TABLE>
<CAPTION>
                            December   Accumulated             September      Accumulated
                            31, 1998   Depreciation through    30, 1999       Depreciation through
                            Cost       December 31, 1998       Cost           September 30, 1999
<S>                         <C>            <C>                  <C>               <C>
Furniture and Fixtures      $1,014         $   50               $1,014            $  170
Office Equipment             2,645             99                7,238               468
                            ----------------------------------------------------------------------

                            $3,659         $  149               $8,252            $  638
                            ======================================================================
</TABLE>




<PAGE>

                              ENVIROKARE TECH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 1999


NOTE 4 - INTANGIBLE ASSETS

The  amortization of patent costs will begin when final patents are granted.  If
the Company  does not obtain the patent,  these  costs of  acquiring  the patent
rights from its originator will be charged to operations.

NOTE 5 - DETAILS OF SHORT-TERM DEBT

Reimbursement  due, in the amount of $ 1,847,  are monies  owing to Timothy Zuch
for gift  certificates  provided to the Company,  which were  deducted  from the
purchase price of computer equipment.

Short-term  notes payable at September 30, 1999 of $79,465  consist of unsecured
notes bearing 10% for Real Morel, 5% for Robert  Davidson,  and 5% for Red Dawn.
(See Notes 4 and 7).

                                                             Interest as of
Date       Description                     Principal         September 30, 1999
----       -----------                     ---------         ------------------

8/18/98    Demand promissory note          $ 3,635           $  406
           Payable to Real Morel
9/24/98    Demand promissory note            5,000              508
           Payable to Real Morel
11/16/98   Demand promissory note           10,000              871
           Payable to Real Morel
12/15/98   Demand promissory note           33,330            2,639
           Payable to Real Morel
12/16/98   Demand promissory note           10,000              789
           Payable to Real Morel
1/19/99    Note payable to                  12,500              442
           Red Dawn
9/2/99     Note payable to                   5,000               20
                                           -------           ------
           Robert Davidson
           Totals at September 30, 1999    $79,465           $5,675
                                           =======           ======

Short-term  notes  payable at December 31, 1998 of $61,965  consist of unsecured
notes bearing 10% interest from a related party (See Notes 4 and 7).

                                                             Interest as of
Date       Description                     Principal         December 31, 1998
----       -----------                     ---------         -----------------

8/18/98    Demand promissory note          $ 3,635           $  140
           Payable to Real Morel
9/24/98    Demand promissory note            5,000              132
           Payable to Real Morel
11/16/98   Demand promissory note           10,000              123
           Payable to Real Morel
12/15/98   Demand promissory note           33,330              137
           Payable to Real Morel



<PAGE>


                              ENVIROKARE TECH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 1999


NOTE 5 - DETAILS OF SHORT-TERM DEBT (CONTINUED)

12/16/98   Demand promissory note           10,000               41
                                           -------           ------
           Payable to Real Morel
           Totals as of June 30, 1999      $61,965           $  573
                                           =======           ======

NOTE 6 - COMMON STOCK

Upon  incorporation,  5,000,000  shares of common  stock  were sold at $.002 per
share,  under  Regulation  D, Rule 504. At year's end,  the stock was held by 30
shareholders, none of whom held in excess of ten percent of the stock.

As of  September  30,  1999,  5,141,070,  shares of common stock were issued and
outstanding and 500,000 preferred shares were to be issued (See Note 9).

On February 22, 1999, the Board of Directors  authorized a 2-for-1 reverse stock
split of the Company's  $.001 par value common stock. As a result of the reverse
split,  5,000,000  shares were  cancelled  and  additional  paid-in  capital was
increased by $5,000. The financial  statements have been adjusted to reflect the
reverse stock split as 5,000,000  shares issued at $.002.  All references in the
accompanying  financial  statements to the number of common shares and per-share
amounts for 1998 have been restated to reflect the reverse stock split.

NOTE 7 - RELATED PARTIES

Madelyn  Thomas,  who received  $10,000 in consulting fees under the terms of an
ongoing contract as of December 31, 1998 and an additional $13,000 (with $17,000
more  accrued) as of September  30, 1999 (as described in Note 7) is the wife of
the  president  of the  Company,  Charles  W.  Thomas.  Jeannie  Runnalls,  Vice
President of Administration and company director,  received $8,208 in consulting
fees for the nine months ended September 30, 1999.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

The Company  entered into  consulting  contracts with Susan Westfall and Madelyn
Thomas on November 1, 1998 for the purpose of establishing  corporate offices on
behalf of the Company.  The terms of Ms.  Westfall's  contract  specify that she
will  receive  $2,500 per month for the term of the  contract,  which  commences
November  1, 1998 and  terminates  April 30,  1999.  The terms of Mrs.  Thomas's
contract  specify  that she will  receive  $5,000  per month for the term of the
contract, which commences November 1, 1998 and terminates October 31, 1999. Both
contracts provide  indemnification against any and all liability and provide for
reimbursement of expenses up to a specified  amount.  The may be terminated upon
thirty days written  notice by either party.  On June 1, 1999,  Madelyn  Thomas,
served the Company 30 days notice, to terminate her consulting  contract,  to be
effective at month's end.

The Company  entered into a lease for office space for the period of  thirty-six
months beginning  October 1, 1998.  Future annual minimum lease payments for the
term of the lease are as follows for the years ending December 31:

                         1999                   $8,862
                         2000                   $9,276
                         2001                   $7,200


<PAGE>


                              ENVIROKARE TECH, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 1999


NOTE 9 - SUBSEQUENT EVENTS

On April 1, 1999,  the  Company  entered  into a lease for office  space for the
period of twelve  months  beginning  April 1,  1999.  As of July 31,  1999,  the
Company and the landlord mutually agreed to cancel the lease without penalty.

The Company has retained Akron Rubber  Development  Laboratory of Akron, Ohio to
test the composite  for creep factor and life  expectancy.  The Company  expects
test results to greatly exceed minimum  industry  standards.  A first production
run of 400 to 500 pallets is expected  over the next few months to be integrated
into various potential  customers for on site testing purposes.  The Company has
formed an Advisory Board  comprised of industry  professionals  to determine the
market,  pricing,  and  feasibility  of its  product.  Patent  Lawyers  has been
retained to research, perfect, and file appropriate patent applications.

The Company filed a Certificate of Amendment of its Articles on October 12, 1999
designating  10,000,000  of its shares to Series A convertible  preferred  stock
with a par value of $0.001.  Each  preferred  stock  shall be  converted  at the
option of the  holder  into ten  common  shares  within two years of the date of
purchase.



<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation

Envirokare Tech,  Inc.,  ("Registrant")  was incorporated  under the laws of the
State of Nevada on June 15, 1998.  The executive  offices of the  Registrant are
located at 2470 Chandler,  Suite 5, Las Vegas,  Nevada 89120.  The  Registrant's
telephone number in Nevada is 702.262.1999.

The Registrant was originally  incorporated  for the purposes of researching and
developing  techniques for effective  environmental  waste management.  Although
remaining   interested  in  the  waste  management  field,  the  Registrant  has
nonetheless  directed its attention and assets to acquiring existing  technology
to allow the Registrant to enter into the pallet manufacturing business.

On or  about  December  15,  1998,  the  Registrant  purchased  certain  assets,
including, but not limited to, all of the equipment, rubber molds technology and
the rights to a pending patent for the  development of a pallet made of recycled
materials from Real Morel, a businessman operating  International Pallet Control
Systems Inc., a private Canadian company ("International Pallet") and The Pallet
Company,  a private Canadian company  ("Pallet  Company").  Mr. Morel accepted a
position with the Registrant as a consultant to provide  knowledge and expertise
for  the  development  of  the  Registrant's  anticipated  pallet  manufacturing
activities.

In or about 1996, the Pallet Company began researching and testing the materials
necessary to manufacture a rubber pallet  ("Pallet").  After more than two years
of research,  the Pallet Company developed molded rubber technology that creates
a molded  pallet by mixing  granulated  rubber from  recycled  tires  (commonly,
referred to as "crumb rubber") with recycled plastics.  The Registrant  believes
that the finished  product will meet the  requirements of most pallet users. The
Pallet  Company has enlisted the  services of a press and mold  manufacturer  to
supply the appropriate facilities to manufacture the Pallet.

The Registrant  believes that the rubber Pallet has advantages over  traditional
wood pallets.  The Pallet is designed to resist damage,  has a non-slip surface,
convenient  hand-holds and is designed to handle large loads when evenly loaded.
Moreover,  the Registrant anticipates that it will be able to produce, and sell,
the  Pallet at a lower  price  than  plastic  or metal  pallets.  The  Pallet is
designed  to have a standard  48-inch by 40-inch  surface,  similar in shape and
size to the  conventional  wood and plastic  pallets.  The main advantage of the
Pallet is that it is  constructed  in part from used tires, a resource that was,
until recently,  considered merely another pollution problem.  Moreover,  when a
Pallet finally wears out, it can be recycled into a new Pallet.

The Registrant is currently  involved in extensive testing of the Pallet. In the
interests  of  safety,  structural  integrity,  reliability  and  cost-effective
production,  the  Registrant  is currently  conducting  an in-depth  analysis of
compound variables and strengths, extrusion methods and equipment modifications.
The Registrant  plans to conduct further tests to determine the longevity of the
Pallet in comparison to pallets made of other materials. The Registrant believes
that  initial  tests  indicate  that the  standard  48" x 40" Pallet  will enjoy
greater longevity than the typical hardwood pallet.

The Registrant believes that the extensive testing has minimized any concerns as
to the Pallet's design or ability to perform.  The Registrant  anticipates  that
within the next 2 to 3 months it will produce, or cause to be produced,  400 new
prototypes of the Pallet for testing by prospective customers.

The Registrant is negotiating with an international  press and mold manufacturer
to supply the appropriate mold for the  Registrant's  production  facility.  The
Registrant anticipates that its new molded-rubber technology may capture a small
but significant  portion of the North American pallet market during the next few
years. The Registrant  believes that there is an increasing demand for alternate
material pallets.


                                        2
<PAGE>

The  Registrant  anticipates  that  its  manufacturing  processes  will  utilize
significant amounts of crumb rubber, differing in grade and price per pound. The
major  producers  of  crumb  rubber  in the  United  States  are  Baker  Rubber,
EnviroTire,  Rouse Rubber and Recovery Technologies.  The Registrant anticipates
that with the cost of rubber  increasing  during the past five years, the demand
for  crumb  rubber  will  increase.  Crumb  rubber  is  currently  used  for the
construction  of  athletic  fields,  road fill,  landfill,  filler in new tires,
engineering   applications   and  agricultural   applications.   The  Registrant
anticipates  that new and  innovative  uses for the world's  excess of discarded
tires will continue to be developed.

The Registrant  recognizes  that there are certain risks beyond its control that
may have a material effect on the  Registrant's  business.  Some of the possible
risks are (i) the price of natural and  synthetic  rubber will  decline to crumb
rubber levels,  thereby  eliminating the need for crumb rubber;  (ii) government
legislation  prohibiting  the use of crumb rubber in all products;  (iii) market
resistance to recycled materials;  (iv) introduction of new, more sophisticated,
methods of tire recycling  equipment rendering the Registrant's system obsolete;
and (v) many more tire  recycling  companies  entering  the market  lowering the
price of crumb rubber and eliminating tipping fees.

The  Registrant  has  proceeded  as planned in the  ongoing  development  of the
Pallet.  The  Registrant's  focus has been to ensure  that the  Pallet  meets or
exceeds  current  market  standards  and that the  Pallet  will be  superior  in
performance and cost effective. The Registrant's focus on the safety, structural
integrity, reliability, and cost effectiveness of the Pallet has led to in depth
analysis of compound  variables and strengths,  extrusion  methods and equipment
modifications.  Management believes that after extensive studies and refinement,
it has minimized or completely eliminated any concerns as to the Pallet's design
and ability to perform. The Registrant plans to conduct further testing which it
believes will provide  information as to the longevity of the Pallet compared to
other materials and provide marketing strategies for the Registrant. Analysis to
date indicate that the standard 48" x 40" pallet will surpass  current  hardware
pallet  abilities  and  will  be a  strong  competitor  in the  pallet  industry
worldwide.  The  Registrant  believes  that final  testing  reports will clearly
define product reliability over time.

Initial prototypes  distributed by the original Pallet Company have been changed
and  refined;  therefore,  the  Registrant  anticipates  it will produce 400 new
prototypes  for  on-site  testing  for  prospective  customers.  The  Registrant
believes that after a final engineering analysis report is completed, production
should proceed within 6-8 weeks.  Although the Registrant's  decision to further
test the  Pallet  has set back  the  production  dates,  the  Registrant  is now
satisfied that the Pallet will stand on its own integrity upon  production,  and
that the  Registrant has minimized or eliminated any concerns as to the Pallet's
design and ability to perform.  The  Registrant,  in order to meet its requisite
budget, is currently holding  negotiations with various  investors.  With proper
investment,  the  Registrant  now believes  that it is at the point where it can
move forward with its production and marketing plans.

The Registrant,  being a developmental  stage  enterprise,  is currently putting
technology in place which will, if successful, mitigate the net loss experienced
by the Registrant.  The Registrant is reviewing its options to raise substantial
equity capital.  Management has proceeded as planned in the ongoing  development
of the Pallet. In depth analysis of compounds,  extrusion methods, and equipment
modifications  have been studied and refined,  as have initial prototypes of the
Pallet. The Registrant  anticipates  production of commercial  quantities of the
Pallet will  proceed  within 6-8 weeks after the final  engineering  report.  In
order to meet its requisite budget, management has held and continues to conduct
negotiations with investors.  The Registrant hopes that these  negotiations will
result in  significant  investment  income for the  Registrant.  To achieve  and
maintain  the  competitiveness  of  its  products  and  to  conduct  costly  and
time-consuming  production  and  development,  the Registrant may be required to
raise  substantial  funds in addition to the funds  already  raised  through the
issuance of the Registrant's shares. The Registrant's forecast for the period of
time  through  which its  financial  resources  will be  adequate to support its
operations is a forward-looking statement that involves risks and uncertainties,
and actual results could fail as a result of a number of factors. The Registrant
anticipates that it will need to raise  additional  capital in order to develop,
promote,  produce and distribute its products.  Such  additional  capital may be
raised through  additional public or private  financings,  as well as borrowings
and other resources.

There can be no  assurance  that  additional  funding  will be  available  under
favorable terms, if at all. If adequate funds are not available,  the Registrant
may be required to curtail  operations  significantly or to obtain funds through
entering


                                       3
<PAGE>


into  arrangements  with  collaborative  partners or others that may require the
Registrant to relinquish  rights to certain  products that the Registrant  would
not otherwise relinquish.  However, the Registrant believes that it is poised to
maintain its long-term liquidity. Management of the Registrant believes that its
plans  described above will enable it to meet its obligations for a period of at
least the next twelve (12) month period.  The Registrant  believes that within a
short  period  of time,  it can begin  manufacturing  and  marketing  commercial
quantities of the Pallet.  Coupled with the further  issuance of common stock of
the  Registrant,  the  Registrant  believes  it can  significantly  improve  its
long-term liquidity.

Impact of the Year 2000. The Registrant  anticipates  that the Year 2000 ("Y2K")
could impact the business of the Registrant. Many business software programs use
only the last two digits to indicate the applicable year.  Unless these programs
are  modified,  computers  running  time-sensitive  software  may be  unable  to
distinguish  between  the year  1900  and the year  2000,  resulting  in  system
failures or  miscalculations  and  disruptions of operations,  including,  among
other things, a temporary  inability to process  transactions or engage in other
normal business activities. Many Y2K problems might not be readily apparent when
they first occur, but instead could imperceptibly degrade technology systems and
corrupt  information  stored in  computerized  databases,  in some cases  before
January 1, 2000.  At this time,  none of  Registrant's  production  processes or
technology systems are computer controlled.  However, there is no guarantee that
the systems of other  companies on which the  Registrant's  systems rely will be
timely converted and will not have a material adverse effect on the Registrant's
systems.

Liquidity.  The Registrant has been in the development stage since June 15, 1998
(inception).  As of September 30, 1999, Registrant has not realized any revenues
from its planned operations.  The unaudited Consolidated Statement of Cash Flows
for the nine  month  period  ended  September  30,  1999  indicate a net loss of
$167,664,  compared  to a net loss of $34,427  for the period from June 15, 1998
(inception)  to December  31,  1998.  The  Registrant  anticipates  that it will
realize  positive  revenue  sometime  during the second  quarter of 2000 when it
believes it will commence  commercial  operations.  At September  30, 1999,  the
Registrant had current assets of $227,011.  The majority of which is represented
by $203,872 in cash;  $14,031 in retainers;  and travel advances of $9,108.  The
Registrant's cash resources  increased primarily due to the sale of Registrant's
preferred stock (more particularly  described in Item 2). At September 30, 1999,
the  Registrant  had current  liabilities  of $107,246.  At September  30, 1999,
current assets exceeded current  liabilities by $119,765.  The Registrant is not
aware of any trends,  demands,  commitments or uncertainties that will result in
the Registrant's liquidity decreasing or increasing in a material way within the
next 12-months.

Currently,  the Registrant's only source of liquidity is through the sale of its
common stock and through  loans.  However,  as discussed  above,  the Registrant
believes it will begin  realizing  revenue from its  operations in or around the
second quarter of 2000.  The  Registrant  believes that such revenue stream will
enable it to maintain  and  improve  its  short-term  liquidity.  Moreover,  the
Registrant  believes it has the technology,  equipment and personnel in place to
maintain its long-term liquidity.

The  Registrant  believes  that its current cash  resources  are  sufficient  to
complete the Registrant's start-up operations.  However, should the Registrant's
current cash  resources  prove to be  insufficient,  it may be required to raise
additional funds or arrange for additional  financing over the next 12 months to
adhere to its development schedule. Such additional capital may be received from
additional  public  or  private  financings,  as well as  borrowings  and  other
resources. If adequate cash is not available,  the Registrant may be required to
curtail  its  operations  significantly  or to  obtain  funds by  entering  into
arrangements  with  collaborative  partners  or  others  that  may  require  the
Registrant  to  relinquish  rights  that  the  Registrant  would  not  otherwise
relinquish.  No assurance can be given,  however,  that the Registrant will have
access to  additional  cash in the future,  or that funds will be  available  on
acceptable terms to satisfy the cash requirements of the Registrant.




                                       4
<PAGE>




                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Change in Securities

In  or  around  September,   1999,  the  Registrant   amended  its  Articles  of
Incorporation to authorize  10,000,000 shares of Series A Convertible  Preferred
Stock, par value $.001.

In or about August,  1999,  the  Registrant  sold 25,000 shares of its $.001 par
value common stock for $1.00 per share.  The shares were issued in reliance upon
the exemption from the  registration  requirements of the Securities Act of 1933
("Act")  specified by the  provisions of Section 4(2) of the Act and Rule 506 of
Regulation D promulgated by the Securities and Exchange  Commission  pursuant to
that Section 4(2). The offering price for the shares was arbitrarily established
by the Registrant and had no  relationship  to assets,  book value,  revenues or
other  established  criteria  of value.  The  Registrant  realized  proceeds  of
$25,000.  The proceeds of the offering were used to pay for operating  costs and
provide working capital. There were no commissions paid on this transaction.

In or about August,  1999,  the  Registrant  sold 39,350 shares of its $.001 par
value common stock for $1.00 per share.  The shares were issued in reliance upon
the exemption from the  registration  requirements of the Securities Act of 1933
("Act")  specified  by  the  provisions  of  Regulation  S  promulgated  by  the
Securities and Exchange Commission. Specifically, the offer and sale was made to
"non-U.S.  persons outside the United States of America" as that term is defined
under  applicable  federal and state securities laws. The offering price for the
shares was arbitrarily  established by the Registrant and had no relationship to
assets,  book  value,  revenues  or other  established  criteria  of value.  The
Registrant realized proceeds of $39,350.  The proceeds of the offering were used
to  pay  for  operating  costs  and  provide  working  capital.  There  were  no
commissions paid on this transaction.

In or about  September,  1999, the  Registrant  sold 500,000 shares of its $.001
Series A Convertible Preferred Stock for $0.50 per share. The shares were issued
in  reliance  upon the  exemption  from  the  registration  requirements  of the
Securities  Act of 1933 ("Act")  specified  by the  provisions  of  Regulation S
promulgated by the Securities and Exchange Commission.  Specifically,  the offer
and sale was made to "non-U.S.  persons outside the United States of America" as
that term is defined under  applicable  federal and state  securities  laws. The
offering price for the shares was arbitrarily  established by the Registrant and
had no  relationship  to  assets,  book  value,  revenues  or other  established
criteria of value. The Registrant realized proceeds of $250,000. The proceeds of
the offering were used to pay for operating costs and provide  working  capital.
There were no commissions paid on this transaction.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to Vote of Security Holders

In or around September,  1999, a majority of Registrant's  stockholders  holding
issued and outstanding  shares of Registrant's stock entitled to vote gave their
written consent to amend  Registrant's  Articles of  Incorporation  to authorize
10,000,000 shares of Series A Convertible Preferred Stock, par value $.001. Each
preferred  share is  convertible  at the option of the holder  thereof,  into 10
shares of Registrant's  $.001 par value common stock. Each preferred share holds
a 10:1 rating power.

Item 5. Other Information

None

                                       5
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

None


                                       6
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Dated:   November 12, 1999              ENVIROKARE TECH, INC.,
                                        a Nevada corporation


                                        By:  /s/ Charles W. Thomas
                                             ---------------------
                                             Charles W. Thomas
                                        Its: President